Ownership Interest and Claims for Sale

Sale of one-third membership interest (the "Interest") in Excalibur I, LLC, a New York limited liability corporation and the claims, causes of action and actions, whether known or unknown, matured or unmatured, foreseen or unforeseen, direct or indirect, assertable directly or derivatively, in contract or tort, or in law or equity the Trustee asserts or could assert in his capacity as Chapter 7 trustee of the Estate of the Seller and sole stockholder of Consolidation II.